Management has deemed the upcoming vote on Proposal 4 as “routine”. As this link explains, “routine” proposals can be voted upon by the brokers of clients who do not vote themselves. This vote is called a “broker non-vote”.
-A proposal to potentially dilute your equity and voting stake by 50% is not routine!
-A proposal for a company that has been repurchasing shares/units for 100+ year to suddenly change course is not routine!
-A proposal that puts a billions of dollars of M&A capital into the hands of an inexperience management team is not routine!
-A proposal to undermine your investment by a board that largely HAS NOT BEEN ELECTED BY SHAREHOLDERS is not routine!
-A proposal that upends the investment thesis (concentration) of generations of TPL investors is not routine!
ISS and other proxy advisors all too often take the side of management without fully immersing themselves in the details. It is my guess that ISS will do so in this case. As such, non-votes (abstains) will be counted as YES votes.
Should non-votes decide an item of this importance? Certainly not! Should this proposal and vote be classified as routine? Certainly not!
A board of professionals who characterize their oversight as thoughtful and diligent must be compelled to care about the long term consequences of their actions. At a minimum, future elections would be very challenging. Additionally, inclusions on other boards could be an issue as there could be a taint on a board member who is outed as having low regard towards their duty of care for shareholders. It is possible that the board doesn’t fully understand the position of most long-term TPL investors; education could be necessary.
Proposal 4 has been constructed and communicated as a slimy slight of hand. First, a massive share authorization was introduced via a stock split trojan horse. Secondly, the proposal was characterized as routine to disempower engaged shareholders. Are board members aware of this? Do they want to be a part of this?
With that, it is incumbent upon investors to make it clear to the board that our will (NO DILUTION!) must be represented. I’m urging you to take ALL of the actions below with special emphasis on #2 and #3. WRITE! :
1 – Make plans to attend the annual meeting in person on November 16th.
2 – Write to the board via Investor Relations. IR@texaspacific.com Specifically address your letter to the board.
3 – Write to the board via physical mail. Specifically address your envelope and letter to the board. Texas Pacific Land Corporation 1700 Pacific Avenue Suite 2900 Dallas, TX 75201
4 – Write to the proxy advisors that will be guiding passive, institutional, and broker non-votes.
5 – Write to your favorite financial publications and columnists. Dallas Morning News, The Houston Chronicle, The Fort Worth Star Telegram, The Wall Street Journal, Matt Levine from Bloomberg, CNBC (especially if you know a producer), and Investors Business Daily could be a great start. The more he and others hear about this “railroading” in the making, the better.
6 – Write open letters to the board. I will host to them and link to them from the blog if you would like.
7 – Reach out to other investors. Band together. Take a stand together. I would urge buy side investment managers to co-author letters in opposition.
8 – Reach out to your brokers (Fidelity, Schwab, Merrill, and the like) and let them know about the complexity of this issue. You UHNW/family office/RIA folks out there hold tremendous sway with brokers and prime brokers. And they make lots of money off of you. Let them know how strongly you feel about this issue.
9 – Reach out to the NYSE to let them know that a stock that they list is engaged in poor governance.
10 – Tweet this. Spread the word. This is a model for HOW NOT TO DO GOVERNANCE.
11 – Reach out to Morningstar Sustainalytics to make them aware that this action is not ESG friendly.
Let them know!
Let them know this this proposal is NOT ROUTINE!
Let the board know you don’t appreciate management playing with a stacked deck on YOUR DIME!
This vote, as slated, is NOT FAIR and does not represent healthy governance.
Management and some part of the board is trying to cut YOUR vote in half so they are more likely to stay in power when declassification comes into effect. Your voice will be severely diminished at the time when it matters the most. Do not stand for it!
Let them know! Take action!
14 thoughts on “NOT Routine – TAKE ACTION! – LET THEM KNOW!”
This is likely the most important post that TPL blogger has ever written. Think about what has transpired. Most everyone reading this is enjoying massive returns on their investment. And the corrupt members of the board want to steal that money away from you! We cannot let this happen! Please follow the directions set forth and let’s make sure we prevent their attempted robbery!
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Make Murray Stahl chair of a new board with skin in the game. Throw these thieves on the current board to the wolves!!!
John Schwartz Pacific Palisades, Ca
What they are doing is criminal. We need Murray to take some action and stop getting steamrolled by Barry
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His hands could be tied. You have to act.
Subject: Recommendations for Voting TPL Proxy, Supporting Rationale and the items to be voted on with your Proxy
Dear Fellow TPL Shareholder:
TPL Shareholders have an opportunity to vote on a slew of very important matters so the two ex-trustees and their overpaid acolyte CEO and their appointee
Professional directors don’t prevail in their attempts to do things not to increase shareholder but hold it down. The largest shareholder may have his hands tied somewhat and institutional holders may not be thinking enough to fully appreciate what should and should not be done that will only restrict and dilute our shareholder value.
Each of the five shareholder proposals are beneficial and aligned with increasing our shareholder value.
There is absolutely no need or reason to authorize more shares so to give away even more of our equity to directors or employees who number far, far more than the royalty business requires. Furthermore, the cyclical, capital intensive and labor heavy water business should be spun off to create more value. (One reason the so-called management is resisting this is they are hiding the fact that produced waters may well be unprofitable – you notice while the P&L reports revenues from both Produced and Sourced water separately it reports to shareholders only their combined costs. You do understand why they do this. When the water business is spun off some TPL directors can be named to the water company board.
TPL’s capital should be used for acquiring shares through open market purchases and should have been doing a lot more of that once it was incorporated The company could also conduct Dutch auctions and other means of buying in shares if possible. TPL should be shrinking shares outstanding not increasing them and of course should have applied much more of its cash hoard and cash flow to stock purchases. TPL has no need to buy anything other tan a great investment, itself!
THE PROXY: https://www.sec.gov/Archives/edgar/data/1811074/000110465922106945/tm2227513d2_defa14a.htm
VOTE TO INCREASE THE PROFITABILITY AND VALUE OF TPL BY VOTING:
PLEASE VOTE AGAINST 1a, 1b, 1c, 2 & 4
VOTE FOR 3, 6, 7, 8, 9, & 10
Have questions, call me 914-833-0875 or email me firstname.lastname@example.org
Lawrence J. Goldstein
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When does proxy become available for vote?
I just received emails from Fidelity and Merrill overnight telling me to vote.
yep voted today (schwab- easy this year). Generally voted No. Was for Oliver, declassification and the auditor and some shareholder proposals. Against all other board members, for sure against the split. As for Murry, if he moved against Dana, I would suspect he would be willing to do it again. Are we sure the settlement applies to the split proposal?
Another year, another Barry enema. Tomorrow my Norris will be sore yet again.
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I received mine from Schwab last night.
TPLBlogger, Many thanks for doing the Lord’s work to expose Proposal 4 for its nefarious purposes and rallying stockholder support to vote AGAINST it. You’re providing a crash course for those of us who are not professional investors and did not understand the significance of “routine” vs. “non-routine” designations of the proposals. The key text is found on page 5 of the Proxy Statement (excerpt below). How in the world can management try to sneak Proposal 4 past us as “routine” when the link you provided clearly explains that proposals “effecting the issue of new stock” should be “non-routine?” The proposal itself is horrendous to begin with, but clearly misclassifying the proposal as “routine” (to allow brokers to vote on behalf of a shareholder) is downright fraudulent. If it were to somehow pass, I wonder if we could challenge the results based on that misclassification.
I have expressed my outrage to the board and plan to have a conversation with Shawn, the spokesman at 214-646-8644.
What is a broker non-vote?
A broker non-vote occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under applicable rules that govern brokers or other nominees who are voting with respect to shares held in street name, brokers or other nominees ordinarily have the discretion to vote on “routine” matters, but not on “non-routine matters.”
The vote on Proposals One, Two, Three, Six, Seven, Eight, Nine and Ten are considered “non-routine.” Accordingly, beneficial owners who do not provide voting instructions to their brokers on these proposals will not have their shares voted with respect to such proposals. However, brokers ordinarily have authority to vote uninstructed shares for or against “routine” proposals. Proposals Four and Five constitute “routine” proposals. Accordingly, brokers that do not receive voting instructions from beneficial owners may vote on these proposals in their discretion.
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Thanks Jeff! Appreciate you taking action!
Please tell those of us that our stock is held in “street name” how we can attend the meeting, what we need to do to attend AND vote
I only voted for oliver and against almost all of their recommendations. Having said that most of these resolutions are non binding and we are probably screwed if Horizon votes their shares for the resolutions. I hope they get the message
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Does anybody knows how to vote as a foreign/german shareholder (broker is Consorsbank)?
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